Scope of Service – Managed Services for Enterprise Networks

This Scope of Service – Managed Services for Enterprise Networks (“Service Description”) describes Light Networks’ Managed Services for Enterprise Networks and the obligations of Light Networks, LLC’s (“Light Networks”) and the Client related to such Services. Light Networks is only obligated to provide these Services where Light Networks and Client are parties to both a current Light Networks Services Agreement (“Agreement”) a current SOW under such Agreement that specifically references this Service Description.This Service Description is part of, and will be governed by and subject to all terms and conditions of, the Agreement and SOW. Except as specifically stated herein, each capitalized term used in this Service Description will have the same meaning as is assigned to it in the Agreement or SOW (if any).

1. Overview of Services and Services Packages:Light Networks offers three Service Packages – Standard, Advanced and Block of Hours.The specific Service Elements that Light Networks is obligated to provide to Client as part of the Managed Service are determined by the Service Package selected in the SOW, and Light Networks is not obligated to provide Service Elements that are not part of Client’s selected Service Package unless Light Networks agrees to do so. Provision of Services under the Block of Hours Service Package is also subject to Client entering into a separate SOW under the Agreement for Block of Hours work (which may specify for example, pricing for the Block of Hours, number of hours purchased and how purchased hours are applied).

For Managed Items that are security appliances, routing and/or switch enabled security services, VoIP services, or any applications running on onboard server instances, the Managed Service is provided for the hardware and Software only, and only to the extent that it is a data forwarding device (packets are either traversing or not traversing the device).

Section
Ref.

Service Element

Standard Proactive Monitoring, Reporting & Break fix

Advanced Proactive Monitoring, Reporting & Break fix

Block of Hours

4 – 14

Client Take-on

Service Level Management

15

Service management review meeting

✓

✓

16

Response Coordinator

✓

✓

17

Device Based monitoring and reporting

✓

✓

18

Path Based Analysis, monitoring and reporting

✓

Availability Management

19

Availability Management

✓

✓

19.1

Path Based Availability Management

✓

20

Availability event monitoring, management and reporting

✓

✓

21

Availability improvement recommendation

✓

✓

21.1

Path based availability improvement recommendation

✓

22

Availability planning

✓

✓

22.1

Path based availability planning

✓

23

Availability change implementation

✓

✓

24

Availability testing

✓

✓

Capacity Management

25

Device based capacity event monitoring, management and reporting

✓

✓

25

Path based capacity event monitoring, management and reporting

✓

26

Device based capacity improvement recommendation

✓

✓

26.1

Path based capacity improvement recommendation

✓

27

Device based capacity planning

✓

✓

27.1

Path based capacity planning

✓

28

Device based capacity change implementation

✓

28.1

Path based capacity change implementation

✓

Service Asset and Configuration Management

29

Managed Item asset inventory

✓

✓

30

Managed Item control and updates

✓

✓

31

Managed Item configuration Backup

✓

✓

32

Managed Item status reporting

✓

✓

33

Managed Item auditing

✓

✓

34

Electronic Equipment Discovery

✓

✓

Incident Management

35

Tier 2 call management

✓

✓

36

Tier 2 Incident Diagnosis and resolution

✓

✓

37

Incident reporting

✓

✓

Problem Management

38

Problem identification and recording

✓

✓

39

Solution identification and recording

✓

✓

40

Solution implementation

✓

✓

41

Major problem review

✓

✓

42

Problem reporting

✓

✓

Request Fulfilment

43

MACD fulfilment

✓

Access Management

44

Access request management

✓

✓

45

Access granting, restricting and revoking

✓

✓

46

Service Portal

✓

✓

2. Definitions and interpretation: In this document:

2.1.

“Additional Chargedate” means a charge payable by the Client to Light Networks for the supply of goods or services for which additional charges apply as specified in this document, made at Light Networks then current standard prices and rates unless otherwise agreed in writing between the parties.

2.2.

“Backup” (when capitalized) means the duplication of specified data, files, or applications so that if they are lost they may then be recovered.

2.3.

“Best Effort” means Light Networks will endeavor to provide the Managed Service or Service Element within a timeframe with no guarantee of results, service levels or other performance commitments and taking into account any external factors that are out of its control.

2.4.

“Block of Hours” means a pre-paid service hours purchased by the Client from Light Networks that are used to pay for MACD services requested by the Client.

2.5.

“Block of Hours” means the days of Monday through Friday. For clarity, Saturday and Sunday are not counted when calculating Business Days.

2.6.

“Business Hours” means the hours from 8:00 A.M. to 6:00 P.M. Eastern time, on Business Days.

2.7.

“Change Management” means Client’s process responsible for formal assessment of a new or changed IT service to ensure that risks have been managed and to help determine whether to authorize the change.

2.8.

“Change Request” means a request to make a change to a Managed Item.

2.9.

“Client” or “Customer” means the party specified as “Client” in the Light Networks Services Agreement and the SOW that references this Service Description.

2.10.

“Commencement Date” means the date Light Networks and the Client begin to perform the Client Take-on tasks for the purpose of establishing the Managed Service.

“Light Networks Management Platform” means Light Network’s internal system used by Light Networks in connection with the supply of the Managed Service.

2.13.

“End-of-Life” means the relevant Managed Item or related Software is no longer manufactured or supported, as determined by Light Networks, including where based on any end-of-life or end-of-service announcements made by the manufacturer.

2.14.

“End User” means any third party, including the Client’s employees, contractors or customers, who use any Managed Items or subset of the Managed Items.

2.15.

“Event” means condition or situation detected by the Light Networks Management Platform, which indicates that a Managed Item may have suffered an Incident.

2.16.

“Incident” means the occurrence of one or more Events affecting a Managed Item that prevents it from operating in accordance with its specifications.

2.17.

“Incident Diagnosis” means the performance of an investigation (not remediation) by Light Networks into the possible causes of an Incident.

2.18.

“Incident Management” means the process utilized by Light Networks to Restore a Managed Item to operating in accordance with its specifications through the implementation of a Workaround or Permanent Resolution.

2.19.

“Incident Record” means a record in the Light Networks Management Platform generated by the Client or Light Networks that records and tracks activities relating to an Incident.

2.20.

“Initial Diagnosis” means the performance of a preliminary investigation into the possible causes of an Incident (including for example, power failure, reconfiguration, or failure of a connected device or system).

2.21.

“MACD (Move, Add, Change, or Delete)” means a remote and logical change to a Managed Item.

2.22.

“Managed Item(s)” means products specifically identified as “Managed Items” in the SOW or a Change Order to the SOW (or updates, additions or replacements made in accordance with this Service Description), which products may include, for example, the routing, switching, wireless LAN (access points and controllers), foundational security products (Software-enabled security products built into networking devices), Virtual Private Network (VPN) concentrators, performance optimization appliances (application delivery controllers and WAN optimization controllers), load-balancing equipment, DNS, DHCP, and IP address management appliances (including the hardware, operating system, and application(s) which run on them).

2.23.

“Managed Service” means the Service Elements described in this Service Description that are part of, or available under, the Service Package selected in the SOW.

2.24.

“Managed Service Fee” means the recurring Fees payable for the Managed Service, which commence on the Managed Service Start Date.

2.25.

“Managed Service Start Date” means the date, after the Commencement Date, when Light Networks commences delivery of the Managed Service as described at section 14.1 (subject to the provisions of section 14.2).

2.26.

“Minor Feature Release” means Software, which has been produced primarily to overcome defects in or to improve the operation of Software without significantly altering its specifications, whether or not the Software has been improved by providing additional functionality. Minor Feature Releases are commonly designated as 1.n.2 for example.

2.27.

“Network” means the system of connected devices of which the Managed Items form a part.

2.28.

“Patch” means any update of the Software as provided by the relevant vendor, the primary function of which is the rectification of issues in the Software. Patches are commonly designated as 1.3.n for example.

2.29.

“Permanent Resolution” means the action taken to resolve the root cause of an Incident or Problem.

2.30.

“Priority 1 Incident” means a Managed Item, Network or environment is down or there is a critical impact to Client’s business operation. Client and Light Networks both will commit full-time resources to resolve the Incident.

2.31.

“Priority 2 Incident” means operation of a Managed Item, Network or environment is severely degraded or significant aspects of Client’s business operation are negatively impacted by unacceptable Managed Item, Network or environment performance. Client and Light Networks both will commit full-time resources during Business Hours to resolve the Incident.

2.32.

“Priority 3 Incident” means operational performance of a Managed Item, Network or environment is impaired, although most business operations remain functional. Client and Light Networks both will commit appropriate resources during Business Hours to resolve the Incident.

2.33.

“Problem” means the cause of one or more Incidents.

2.34.

“Problem Management” means the process utilized by Light Networks to identify the root cause of a Problem and initiate actions to implement a Permanent Resolution.

2.35.

“Problem Record” means a record in the Light Networks Management Platform generated by the Client or Light Networks that records and tracks activities relating to a Problem.

2.36.

“Release Package” means a collection of one or more Updates or Upgrades that are evaluated, tested, and deployed as a single entity.

2.37.

“Restore” means to restore a Managed Item to operating in accordance with its specifications or to apply a Workaround.

2.38.

“Service Administration Change” means a request from the Client to make changes to the Managed Item information in the Light Networks Management Platform.

2.39.

“Service Desk” means the Light Networks service desk that acts as a single point of contact between Light Networks and the Client to manage all Incidents, Problems, Change Requests, and Service Requests, communications and escalations with the Client.

2.40.

“Service Element(s)” means individual service components of the Managed Service as listed in the service matrix table contained in section 1.

2.41.

“Service Package” means the agreed package of Service Elements as set forth in the SOW, including any options offered under such package.

2.42.

“Service Portal” means the Internet portal created and configured by Light Networks for access by the Client’s designated staff.

2.43.

“Service Request” means a request generated by the Client or Light Networks for information or advice, for a MACD or for a Service Administration Change.

2.44.

“Service Request Record” means a record in the Light Networks Management Platform generated by the Client or Light Networks that records and tracks activities relating to a Service Request.

“Software” means operating system and application(s) which are installed and run on Managed Items, to the extent that Client has a valid license to possess and use same.

2.48.

“Software Version” means the version of the Software including its Maintenance Software Releases and Patches.

2.49.

“Third Party Service Agreement” means an agreement between the Client and a Third Party Supplier under which the Third Party Supplier provides maintenance and/or monitoring or other services in connection with the Client’s use of any Managed Items.

2.50.

“Third Party Supplier” means a third party supplier which provides services to the Client under a Third Party Service Agreement. In no event will any Third Party Supplier be deemed to be an agent or subcontractor of Light Networks.

2.51.

“Time and Materials” means that the Additional Charges will be calculated with regard to the time spent and any products supplied, calculated at Light Networks’ then standard rates for time and the list price for products.

“Upgrade” means a version of the Software which is primarily intended to add new functionality and features from the previous version and which may contain updates. Upgrades are commonly designated as x.0 etc.

2.54.

“Workaround” means a set of actions that reduces or eliminates the impact of an Incident or Problem for which a Permanent Resolution is not yet available.

3. Prerequisites

Hardware and Software maintenance contract

The Client’s obligations

3.1.

The Managed Items must at all times be covered by valid, current Third Party Service Agreements (such as hardware and software maintenance contracts) that provide appropriate service levels that align with the service levels and response times to be provided by Light Networks.
Supported Software Versions

Exclusion

3.3.

Light Networks’ ability to provide Managed Services described herein may be adversely affected, impaired, limited or prevented where the Client has:

a. installed hardware or Software not supported by the Managed Service; or

b. altered supported firmware and Software Versions.

3.4.

If any Managed Item (including any related Software) does not meet the requirements in this section 3 at any time during the term of Light Network’s provision of Managed Service (including where the Managed Item or Software is End-of Life), then, anything in the Service Description or the SOW to the contrary notwithstanding, Light Networks’ obligations to provide Managed Service with respect to such Managed Items or Software shall be strictly on an “as-is/as-available” basis only (without any service levels or other performance commitments) and Light networks may condition such performance on payment of Additional Charges; in addition, Light Networks may elect to remove the Managed Items from the scope of the Managed Service or refuse to provide Managed Service with respect to such Managed Items or Software.

Client Take-on

4. Client kick-off.

4.1.

Light Networks will facilitate a Client kick-off meeting to:

a. review the managed services project plan produced by Light Networks; and

b. update the managed services project plan based on the Client’s input and requirements consistent with the Managed Service purchased.

4.2.

The Client must:

a. make Client representatives available to attend the Client kick-off meeting and to assist and provide input to the development of the managed services project plan if requested; and

b. provide Light Networks with a signed copy of the managed services project plan.

3. Prerequisites

Hardware and Software maintenance contract

The Client’s obligations

5.1.

To ensure timely activation of the Managed Service, the Client must complete and return the following documents to Light Networks within five Business Days of receipt:

b. Authorized Contacts Form – for the authorized contacts who can log Incidents via the Service Desk;

c. Notification Matrix – for the collection of details of nominated contacts, the contact notification method (telephone, mobile, SMS, email) and hours of availability for issues arising from the Managed Service; and

d. Third Party Letter of Authorization Form – authorizes Light Networks to interface with Third Party Suppliers on behalf of the Client (if required by the Third Party Supplier or Light Networks).

5.2.

The Client must provide Light Networks with information relating to its Change Management process.

5.3.

If requested by the Client, at an additional charge, Light Networks will conduct a Network discovery to assist with the completion of the Data Collection Sheet.

6. Service readiness review

6.1.

Prior to Managed Service activation, Light Networks will:

a. perform a site readiness review to analyze the Client’s Network infrastructure architecture to determine if the Managed Items can be supported by Light Networks;

b. conduct the review in a meeting, or series of meetings, between Light Networks and the Client, or through an email exchange as agreed; and

c. upon completion of the review, notify the Client of any changes that are required to any Managed Items so that they can be supported by the Light Networks.

6.2.

If the Client wishes to terminate the Managed Service following the completion of the site readiness review, it may do so by giving written notice to Light Networks within five (5) Business Days after completion of the site readiness review, but in no event is the Set-Up Fee refundable.

6.3.

The Client must:

a. provide Light Networks with Network diagrams, Network performance statistics (e.g. bandwidth utilization), known Network issues and any other relevant information that will assist in conducting the review; and

b. implement the required changes as advised by Light Networks, or request Light Networks implement the changes at an Additional Charge.

7. Implementation of site-to-site connection

7.1.

Light Networks’ ability to provide Services described herein is subject to the availability, bandwidth and quality of the site-to-site connection between the Client and Light Networks.

7.2.

Light Networks will:

a. conduct a requirements gathering exercise with the Client and determine the most suitable site-to-site connection and implementation approach, and document the approach in a Visio format and in the managed services project plan;

b. review the standard precautions taken to ensure the security of the Network and discuss any specific security requirements relating to secure remote connections the Client may have based on its security policy;

c. implement the site-to-site connection as specified in the managed services project plan;

d. if required, implement the Client’s security requirements at an Additional Charge; and

e. provide pre-configured on-premise equipment if required and as specified in the managed services project plan.

7.3.

The Client must:

a. perform the tasks specified in the managed services project plan to implement the site to site connection; and

b. ensure adequate firewall rules are in place to allow Light Networks access to the Managed Items as outlined in the managed services project plan.

7.4.

If on-premise equipment is required for the site-to-site connection, the Client must:

a. have access to the Internet at its site;

b. allocate a public IP address;

c. provide adequate rack space and power; and

d. protect the on-premise equipment from loss or damage and return it to Light Networks at the end of the term in the same condition as delivered by Light Networks (normal wear and tear excluded).

7.5.

If requested by the Client, the Client’s own on-premise equipment can be used, however, the Client must provide Light Networks with the device hardware specifications so that Light Networks can assess such equipment for suitability. The Client must also agree to make configuration changes to the Client’s own on-premise equipment as recommended by Light Networks.

8. Implementation of site-to-site connection redundancy

8.1.

If specified in the managed services project plan, at an Additional Charge, Light Networks will:

a. establish a backup site-to-site connection between the Client and Light Networks; and

b. work with the Client to test the backup link once installed.

8.2.

If requested by the Client, Light Networks may perform any work required to address deficiencies or issues with the redundant connection at an Additional Charge.

8.3.

The Client must:

a. confirm that the Network and routing protocols are configured so that when the backup connection is active, Light Networks is able to access the Managed Items; and

b. ensure that the backup connection is automated and optimized to ensure that traffic is automatically routed via the backup link in case of failure of the primary site-to-site connection and that there is minimal packet loss.

9. Managed Item identification and recording

9.1.

Light Networks will:

a. upload the list of Managed Items provided by the Client in the Data Collection Sheet to Light Networks; and

b. create a configuration baseline for the Managed Items.

10. Configure monitoring

10.1.

Light Networks will:

a. configure proactive monitoring on all Managed Items;

b. where possible, via the site-to-site connection, configure the Managed Items including enabling and configuring SNMP trap events to be sent to the Light Networks Management Platform;

c. automatically set thresholds, based on a standard set of parameters for each Managed Item;

d. at the end of a four week baseline period deliver to the Client a summary of all thresholds and recommended settings; and

e. discuss and agree the recommended thresholds with the Client.

10.2.

The Client must

a. where remote configuration is not available, Client must configure the managed item based on instructions provided by Light Networks, including enabling and configuring SNMP trap events to be sent to the Light Networks Management Platform; and

b. discuss and agree the recommended thresholds with Light Networks.

Exclusion

10.3.

Light Networks is not responsible for any failure of the Managed Items or the Client’s systems to perform monitoring as a result of configuration changes made by the Client. If such a failure occurs and Light Networks does not receive any SNMP trap events and/or ICMP/SNMP polling, no action will be taken by Light Networks.

10.4.

Light Networks will not commit to any service level dependent on thresholds until threshold settings are agreed with the Client.

11. Event baseline

11.1.

Light Networks will perform a baseline review of Events after the Managed Service has been active for four weeks to highlight Managed Items that are consistently experiencing Events due to previously unresolved Problems.

The Client’s obligations

11.2.

The Client must:

a. rectify the Problems identified as causing the Events identified in section 11.1; or

b. engage Light Networks to perform the work required to address these deficiencies or Problems at an Additional Charge, failure to rectify the Problems may lead to Light Networks removing the Managed Item from the monitoring-related Managed Services.

12. Configure Backup

12.1.

Where it is possible via the site-to-site connection, Light Networks will configure the Managed Items to enable the Backup of configuration files, and ensure Managed Items have a command line interface via the operating system.

The Client’s obligations

12.2.

The Client must:

a. where remote configuration is not available, Client must :

i. configure the Managed Items to enable the Backup of configuration files using the guidelines provided by Light Networks; and

ii. ensure Managed Items have a command line interface via the operating system; and

b. enable and supply all necessary user names and passwords to Light Networks.

13. Planning availability testing

13.1.

The planning availability testing described in this section 13 is provided as part of the Standard and Advanced Service Packages.

Light Networks will document the testing of the redundancy mechanisms in an Availability Test Plan and submit it to the Client for review and input.

13.2.

Light Networks will document the testing of the redundancy mechanisms in an Availability Test Plan and submit it to the Client for review and input.

The Client’s obligations

13.3.

The Client must review, provide input on, and sign-off on the Availability Test Plan.

14. Managed Service Start Date

14.1

Light Networks will not be obligated to commence delivery of the Managed Service until:

a. site-to-site connectivity has been successfully provisioned and tested;

b. the Notification Matrix has been implemented;

c. the Service Portal has been established;

d. Client has completed the Service Portal training; and

e. all other tasks in the Client Take-on process have been completed.

14.2.

Notwithstanding the foregoing, if Light Networks has performed all of its Client Take-on tasks (other than tasks whose completion is delayed due to Client’s failure to cooperate or to complete performance of its own Client Take-on tasks or obligations), Light Networks will be entitled to notify Client of same, and the date of such notification will be the “Managed Service Start Date” and Managed Service Fees will commence as of such date.

Service Level Management

15. Service management review meeting

15.1.

Service management reviews are provided as part of the Standard and Advanced Service Packages.

v. recommended actions to be taken (which could include the recommendation to do a more detailed investigation); and

vi. the estimated cost of the remediation or recommendation by Light Networks; and

c. provide the Client with availability improvement recommendations on a monthly basis, during Business Hours.

The Client’s obligations

21.3.

The Client must, with regards to the remediation or recommendations:

a. review the estimated cost;

b. decide on the course of action to take (if any); and

c. notify Light Networks of the course of action decided by Client.

22. Availability planning

22.1.

Device Based Availability planning is provided as part of the Standard and Advanced Service Packages. Path Based Planning is only included in the Advanced Package.

22.2.

Light Networks will within 20 Business Days after the end of the quarter:

a. on a quarterly basis, review the availability reporting provided by the availability Event monitoring, management and reporting and availability improvement recommendation Service Elements in collaboration with the Client;

b. consider the trends and recommendations evident in the review based on Network availability requirements;

c. document the results in an Availability Plan created after the first quarter, and updated quarterly thereafter; and

d. provide the Client with the Availability Plan report for review and sign-off, during Business Hours.

The Client’s obligations

22.3.

The Client must:

a. in collaboration with Light Networks, agree on any availability changes required to be implemented on Managed Items and the schedule according to which they will be implemented;

b. ensure that the changes documented in the Availability Plan have been reviewed by the Client’s Change Management process;

c. provide Light Networks with relevant business plans for the purpose of creating, updating and the ongoing development of the Availability Plan; and

d. review and sign-off the Availability Plan.

23. Availability change implementation

23.1.

If requested by the Client, Light Networks will implement availability changes on Managed Items:

a. where they are within the scope of the Managed Service;

b. remotely;

c. in accordance with the forward schedule of changes; and

d. as documented in the Availability Plan.

The Client’s obligations

23.2.

The Client must assist with the change implementation as documented in the Availability Plan.

If requested by the Client, Light Networks will implement availability changes on Managed Items that are out of scope or require additional hardware, new features, Software, and/or on-site attendance at an Additional Charge.

24. Availability testing

24.1.

Availability testing is provided as part of the Standard and Advanced Service Packages.

24.2.

Light Networks will:

a. execute testing of the redundancy mechanisms specified in the Availability Test Plan described in section 13 to support a goal of continuous connectivity in the event of failure of Managed Items that are key Network components;

b. perform the testing:

i. according to a schedule agreed between Light Networks and the Client and documented in the Availability Test Plan;

ii. remotely; and

iii. if on-site, at an Additional Charge.

The Client’s obligations

24.3.

The Client must assist with the change implementation as documented in the Availability Test Plan.

Capacity Management

25. Capacity event monitoring, management and reporting

25.1.

Capacity event monitoring, management and reporting are provided as part of the Standard and Advanced Service Packages. Path Based capacity event monitoring, management and reporting are only included in the Advanced Package.

Capacity utilization monitoring

25.2.

Capacity metrics are Managed Item-specific, and include (but are not limited to):

a. bandwidth;

b. IP address utilization;

c. available ports;

d. licensing capacity;

e. processor utilization;

f. memory utilization;

g. flash/disk utilization;

h. routing tables; and

i. traffic analysis.

25.3.

Light Networks will:

a. monitor for capacity utilization alerts on Managed Items based on set thresholds on a 24×7 basis;

b. detect, record and display capacity threshold Events on the Managed Service Portal;

c. Log Events as Incidents to be addressed by the Incident Management process described in sections 35 and 36;

d. notify the Client according Notification Matrix of capacity Events that result in the creation of an Incident Record; and

e. follow up if an Event remains open for more than one reporting period. If the capacity Event is ongoing for more than one reporting period, Light Networks will review with the Client and adjust reporting thresholds accordingly.

The Client’s obligations

25.4.

The Client must address a capacity Event after being notified and advise Light Networks when action has been taken to rectify the capacity Event or to request that the thresholds be adjusted.

Capacity utilization reporting

25.5.

Light Networks will, during Business Hours, provide the Client with the following capacity utilization reporting information on a monthly basis:

a. number of capacity Events that occurred categorized as ‘warning’, ‘exception’ and ‘informational’;

b. number of capacity Incidents logged; and

c. % capacity utilization per Managed Item element.

26. Capacity improvement recommendation

26.1.

Capacity improvement recommendations are provided as part of the Standard and Advanced Service Packages. Path Based capacity improvement recommendations are only included in the Advanced Package.

26.2.

Light Networks will during Business Hours and within 10 Business Days after the end of the month:

a. analyze all available capacity data for such month; and

b. provide the Client with recommendations resulting from an review of the Managed Item’s achieved capacity levels, including:

i. an overview of the achieved capacity utilization over the last reporting period;

iii. compilation of recommendations of actions to be taken (which may include the recommendation to do a more detailed investigation); and

iv. estimate cost of the remediation or recommendations by Light Networks.

The Client’s obligations

26.3.

The Client must with regards to the remediation or recommendations:

a. review the estimated cost;

b. decide on the course of action to take (if any); and

c. notify Light Networks of the course of action decided upon by Client.

27. Capacity planning

27.1.

Device Based Capacity planning is provided as part of the Standard and Advanced Service Packages. Path Based Capacity Planning is only included in the Advanced Package.

27.2.

Light Networks will during Business Hours and within 20 Business Days after the end of the quarter:

a. on quarterly basis, review the capacity reporting provided by the capacity Event monitoring, management and reporting and capacity improvement recommendations in collaboration with the Client;

b. consider the trends and recommendations evident in the review based on Network capacity requirements and relevant Client and IT and business plans provided by the Client;

c. in collaboration with the Client, agree on any capacity changes required to be implemented on Managed Items and the schedule according to which they will be implemented;

d. document the results in a Capacity Plan created at the end of the first quarter of the term after the Managed Service Start Date, then updated quarterly thereafter; and

e. provide the Client with the Capacity Plan for review and sign-off at the service management review meeting.

The Client’s obligations

27.3.

The Client must:

a. in collaboration with Light Networks, agree on any availability changes required to be implemented on Managed Items and the schedule according to which they will be implemented;

b. ensure that the changes documented in the Capacity Plan have been reviewed by the Client’s Change Management process;

c. provide Light Networks with relevant Client and IT business plans for the purpose of creating, updating and the ongoing development of the Capacity Plan; and

d. review and sign-off the Capacity Plan.

28. Capacity change implementation

28.1.

If requested by the Client, Light Networks will implement capacity changes on Managed Items:

a. where they are within the scope of the Managed Service;

b. remotely;

c. in accordance with the forward schedule of changes; and

d. as documented in the Capacity Plan.

The Client’s obligations

28.2.

The Client must assist with the change implementation as documented in the Capacity Plan.

Exclusion

28.4.

Implementation of Capacity Changes described in section 28.1 excludes changes that require:

a. additional hardware, new features, additional software; and/or

b. on-site attendance.

28.4.

f requested by the Client, Light Networks will implement availability changes on Managed Items that are out of scope or require additional hardware, additional Software, and/or on-site attendance at an Additional Charge.

Service Asset and Configuration Management

29. Managed Item asset inventory

29.1.

Managed Item asset inventory is provided as part of the Standard and Advanced Service Packages.

29.2.

Light Networks will:

a. provide the Client with access to a list of all Managed Items via the Service Portal. Light Networks can export to a CSV format at Client’s request;

b. capture information provided by the Client for a Managed Item record such as:

i. Managed Item name;

ii. Managed Item location;

iii. Managed Item description;

iv. Software Versions;

v. firmware versions;

vi. contact details;

vii. IP address; and

viii. serial numbers; and

c. perform the obligations set out in this section 29.2 during Business Hours.

c. when notified of a change, update the Light Networks Management Platform so Incidents are not triggered unnecessarily.

The Client’s obligations

30.2.

The Client must:

a. periodically review and validate the information stored in the Managed Item list on the Service Portal;

b. notify Light Networks of all changes to the Managed Items by raising a Service Request including location changes, scheduled outages, changes to components and connected Managed Items;

c. inform Light Networks of any changes made to the Managed Items before the change is made including changes such as the implementation of Updates and Upgrades, deployment of new hardware or configuration changes to any of the Software; and

d. remain accountable for the Managed Item configurations and approving all changes that Light Networks makes to Managed Items.

Exclusion

30.3.

If the Client makes a change to the state of a Managed Item, Light Networks cannot commit to any service level or guarantee of accuracy with respect to any reporting provided as part of the Managed Service until such change is verified by Light Networks.

31. Managed Item configuration Backup

31.1.

Managed Item configuration Backups are provided as part of the Standard and Advanced Service Packages.

31.2.

Light Networks will on a 24×7 basis:

a. Backup a Managed Item’s configuration file when a change to the configuration file is done by Light Networks or Light Networks is notified of such a change by the Client.

b. store one current and one historic version of Managed Item configuration files in the Light Networks Management Platform;

c. if required and applicable, use the Backup of configurations files as part of the Incident Management process described in sections 35 and 36;

d. provide the Client with a list of the configuration files with Backups made as part of this Service Element upon request.

The Client’s obligations

31.3.

The Client must:

a. notify Light Networks, via a Service Request, of all changes to configuration files including user access credentials that will affect Managed Items and the configuration download, no less than two Business Days prior to implementing the change; and

b. ensure the correct Software Versions are installed on all Managed Items to enable Light Networks to retrieve configuration files.

32. Managed Item status reporting

32.1.

Light Networks will, during Business Hours and within 10 Business Days after the end of the month, provide the Client with the following Service asset and configuration management reporting information on a monthly basis:

a. Managed Item model distribution;

b. Managed Items by status;

c. Managed Item list with Managed Service coverage per asset;

33. Managed Item auditing

31.1

Light Networks will (during Business Hours):

a. conduct a quarterly audit on Incidents, Change Requests, Service Requests to verify that the Managed Item list is updated correctly;

i. perform the tasks associated with the quarterly audit described in section a;

ii. conduct a full audit of the Client’s IT environment to determine any discrepancies between the Client’s actual systems and devices and Managed Item list data as set out in section 29; and

iii. review the configurations of a Managed Item for alignment with best practice standards and channel any recommended modifications into the Change Management process and/or release and deployment management process where applicable;

c. provide the Client with an Annual Audit Report and Quarterly Audit Report that contains the results of both the quarterly and annual audits; and

d. schedule the audits as agreed between Light Networks and the Client.

The Client’s obligations

31.2

a. access to the Client systems and devices to enable audits using remote electronic discovery; and

b. any Managed Item configuration policies and other information useful to the Managed Item audit.

34. Electronic equipment discovery

34.1.

Light Networks will assign an engineer to:

a. perform an automated electronic equipment discovery, or network scan, on the Network using a “Discovery Tool”;

b. if required, complete the discovery activity during a one or two day visit to the Client’s premises depending on the size of the infrastructure to be assessed;

c. discover all SNMP enabled devices on the Network; and

d. perform the obligations set out in this section 34.1 during Business Hours.

The Client’s obligations

34.2.

The Client must:

a. provide information reasonably required for the discovery five Business Days prior the scheduled discovery activity;

b. complete the configuration of firewalls and other security measures to enable the software tool to access the Network five Business Days prior to the scheduled discovery activity;

c. notify its operational and security teams of the discovery, and implement appropriate changes as necessary for the discovery to not cause “false positive” security alerts (as polling activity could be detected by the Client’s operational management systems as “suspicious activity”), all of which must be completed prior to the scheduled electronic equipment discovery;

d. make a member of the Client’s network team available to assist, configure firewalls, update access lists and generally supply any Client-specific data to make the discovery more successful;

f. provide Light Networks with a management IP address for the Discovery Tool to utilize that is included in SNMP ACLs and all firewall rules;

g. ensure that firewalls, access lists and other security measures have been configured to allow the Discovery Tool to scan the Network and collect data;

h. allow Light Networks to poll the Client’s IP address space, which, while unobtrusive, does create a small additional load on the Network and should be scheduled carefully;

i. if required, allow Light Networks to connect a PC running the Discovery Tool to the Network on site;

j. ensure that a member of the Client’s network team is available throughout the data collection phase to assist with any Network issues at that time;

k. ensure that a member of the Client’s security team is available throughout the data collection phase to assist with any security or access issues which may arise;

l. provide information to Light Networks that is accurate and complete;

m. if required, ensure Light Networks’ equipment left on the Client’s premises to collect information will be safe and secure; and

n. advise Light Networks in a timely manner of any delay to the scheduled dates.

34.3.

The Client hereby authorizes Light Networks to:

a. run the Discovery Tool on the Network in whole or in part on an annual basis; and

b. collect and collate the data produced by the Discovery Tool.

The Client’s authority

34.4.

All information collected by Light Networks will be treated as the Client’s Confidential Information.

Incident Management

35. Tier 2 call management

35.1.

Service Desk

35.2.

Light Networks will provide a Service Desk function that:

a. acts as the service interface for all aspects of the Managed Service;

b. is available to the Client to log Incidents, Problems, Change Requests and Service Requests by email 24 hours per day, 365 days a year;

c. creates and maintains Incident, Problem, Change Request and Service Request Records in the Light Networks Management Platform and provides the Client with a reference number for assistance in subsequent interaction with the Service Desk;

d. if the Client logs an Incident, Problem, Change Request or Service Request by email, sends a confirmation email containing the reference number;

e. performs an initial classification of the Incident, Problem, Change Request or Service Request in conjunction with the Client;

f. assigns a priority based on urgency and impact in conjunction with the Client;

g. provides regular updates to the Client on the progress of Incidents, Problems, Change Requests and Service Requests and ensure that they are handled in accordance with this Service Description prior to closing them in the Light Networks Management Platform; and

a. log Incidents (when required), Problems, Service Requests and Change Requests with the Service Desk;

b. ensure that Incidents, Problems, Change Requests and Service Requests are only raised with the Service Desk by employees of the Client that have a good understanding of the Managed Item;

c. follow the Service Desk logging procedures and provide sufficient and accurate information to assist the Service Desk to begin addressing the Incident, Problems, Change Request or Service Request without delay;

d. ensure that its internal End Users call the Client’s IT personnel or helpdesk as the first line of support for Managed Item issues; and

e. if required, provide access to the Client’s site for the relevant Managed Item.

35.4.

As part of its service improvement process, the Service Desk may conduct client satisfaction surveys with Client contacts upon resolution of an Incident, Problem or other issue. The Client is requested to respond to survey questions in good faith as they are a catalyst for service delivery improvement.

Incident Logging

35.5.

Incident Records are raised as a result of:

a. the Client logging an Incident with Light Networks through the Service Desk;

b. the Client logging an Incident with Light Networks via the Service Portal; or

c. the detection of an Event on monitored Managed Items as described in sections 20 and 25.

35.6.

Light Networks will, on a 24×7 basis, respond to the Client to confirm the initial Incident classification and prioritization following the creation of the Incident Record according to Notification Matrix.

vi. regularly updating and seeking the advice and support of Light Networks management; and

vii. for the duration of an escalation, ensuring that all appropriate personnel are available to support the agreed action plan.

35.9.

Light Networks may downgrade an escalated Incident, Problem, Change Request or Service Request if it is being managed to a scheduled timeframe, or resolution has been provided to the Client and is in the process of being tested. If the Client initiated the escalation, Light Networks always obtains the Client’s approval prior to downgrading an escalated Incident, Problem, Change Request, or Service Request.

36. Tier 2 Incident Diagnosis and resolution

36.1.

Light Networks will:

i. confirm with the Client the full impact of the Incident, including the number and range of End Users affected;

D. identifying any Events that could have triggered the Incident (e.g. a recent change, some End User action); and

E. performing searches for similar Incident occurrences in previous Incident/Problem Records, the known error database and/or, vendors’/suppliers’ error logs or knowledge databases; and

iii. suggest a course of action to resolve it or put a Workaround in place;

b. keep the Client informed of the progress of Incidents via automated emails notifying the Client of updates to the Incident Record;

c. once the Incident is resolved:

i. close the Incident Record (in consultation with the Client);

ii. mark it as awaiting the Client’s response (if further action is required); or

iii. highlight it for further action by the technical engineer (in cases where, for example, a Workaround is in place and a Permanent Resolution still requires further action);

d. close Incidents Records automatically once agreement is reached that it has been resolved;

e. notify the Client of the resolution and closure of the Incident Record according to the Notification Matrix;

f. where possible, maintain a target time to Restore of:

i. under 4 hours for Priority 1 Incidents;

ii. under 8 hours for Priority 2 Incidents; and

iii. under 48 hours for Priority 3 Incidents,

ensure the response time (time for Light Networks to acknowledge that the Incident has been logged) is:

i. under 1 hours for Priority 1 Incidents;

ii. under 2 hours for Priority 2 Incidents; and

iii. under 48 hours for Priority 3 Incidents,

h. resolve Incidents caused by changes made by the Client to a Managed Item at an Additional Charge.

36.2.

Light Networks will perform the obligations set out in section 36.1 on a 24×7 basis:

a. remotely via a site to site connection;

b. on site at an Additional Charge; and

c. Light Networks will not be deemed to be out of compliance with the service levels for the Managed Service to the extent of any failure, delay or non-performance caused in whole or in part by acts, omissions or delays of Client or any third party (including any Third Party Supplier. Without limiting the foregoing, calculation of time for determining compliance with any service level specifically excludes any time necessary for a Third Party Supplier’s performance, whether under a Third Party Service Contract or otherwise.

The Client’s obligations

36.3.

a. assist Light Networks by providing all necessary information to facilitate Incident Diagnosis and resolution; and

b. perform, or arrange for a Third Party Supplier to perform, any on-site work required by section 36.1.

37. Incident reporting

37.1.

Light Networks will:

a. provide the Client with the following Incident Management reporting information on a monthly basis;

i. Incident Management statistics; and

ii. Incident age analysis; and

b. perform the obligations set out in this section 37.1 during Business Hours.

Problem Management

38. Problem identification and recording

38.1.

Light Networks will

a. identify and create a Problem Record as a result of:

i. determination that root cause analysis is required for one or more associated Incidents that may or may not have a Permanent Resolution in place;

i. determination that root cause analysis is required for one or more associated Incidents that may or may not have a Permanent Resolution in place;

ii. analysis of an Incident suggesting that an underlying Problem exists or is likely to exist;

iii. automated detection of an infrastructure or application fault, using monitoring tools to raise an Incident on a Managed Item which may reveal the need for a Problem Record;

iv. a notification from a vendor or Third Party Supplier that a Problem exists on a Managed Item that must be resolved; or

v. analysis of Incidents performed as part of a proactive Problem Management process that identifies the need to further investigate the underlying root cause;

b. perform frequent and regular analysis of Incident and Problem data to identify any trends as they become discernible;

c. notify the Client when a Problem Record is created according to the Notification Matrix;

d. assignment of a priority to the Problem in conjunction with the Client; and

e. perform the obligations set out in this section 38.1 during Business Hours and on a Best Effort basis.

39. Solution identification and recording

39.1.

Light Networks will:

a. investigate and determine the root cause of the Problem on a Managed Item;

b. based on the root cause, identify a Permanent Resolution (or suggest further investigation) to the Problem using one or more applicable techniques and all available information;

c. notify the Client when the Problem Record is updated with the identified Permanent Resolution containing all relevant information according to the Notification Matrix; and

d. perform the obligations set out in this section 39.1 during Business Hours and on a Best Effort basis.

39.2.

The Client must provide Light Networks with access to Managed Items and other relevant information required for the investigation.

40. Solution implementation

40.1.

If requested by the Client, Light Networks will during Business Hours and on a Best Effort basis:

a. implement the Permanent Resolution (if one has been identified) remotely where it is within the scope of the Managed Service;

b. propose a fixed price project or perform the work on a Time and Materials basis for a Permanent Resolution not within the scope of the Managed Service;

c. coordinate the implementation of the Permanent Resolution where it is within the scope of the Managed Service;

d. keep the Client informed of the progress of Problems via automated emails notifying the Client of updates to the Problem Record; and

e. notify the Client of the completion and closure of the Problem Record according to the Notification Matrix.

The Client’s obligations

40.2.

The Client must:

a. upon receipt of a notification from Light Networks containing an identified Permanent Resolution to a Problem, review the Permanent Resolution and determine the course of action to take (if any); and

b. provide Light Networks with access to Managed Items and other relevant information required to facilitate the implementation of the Permanent Resolution.

41. Major Problem review

41.1.

If requested by the Client, Light Networks will during Business Hours and on a Best Effort basis:

a. conduct a review of Problems following the implementation of the Permanent Resolution, to review and identify opportunities for service delivery improvement;

b. consider at least the following as part of the review:

i. tasks that were executed correctly and those that weren’t;

ii. what could be done better in the future;

iii. how to prevent a recurrence;

iv. whether there has been any Third Party Supplier involvement; and

v. whether follow-up actions are needed; and

document the results of the Problem review in a Problem Review Report and provide it to the Client upon completion.

The Client’s obligations

41.2.

The Client must:

a. make resources available to provide input into the Problem review; and

b. review the Problem Review Report.

42. Problem reporting

42.1.

Light Networks will during Business Hours, provide the Client with the following Problem Management reporting information on a monthly basis;

a. Problem Management statistics;

b. Problem age analysis; and

c. average time to resolve Problem Record by priority.

43. MACD fulfilment

43.1.

MACDs are to be handled via a contracted block of hours to handle tasks, such as:

a. deployment of Updates;

b. configuration of, and configuration changes to, Managed Items; and

c. decommissioning of Software.

43.2.

For a task to qualify as a MACD, it must have the following attributes:

a. it is pre-approved by the Client;

b. it relates directly to a Managed Item;

c. can be performed remotely using the site to site connection;

d. it isn’t associated with an Incident;

e. it is executable by a vendor-certified engineer;

f. no scoping or project management is required for its completion;

g. the performance of a single instance of the task should not take more than four hours;

h. performance of a set of requested tasks (i.e. repeating the same single instance or similar tasks in multiple locations or for multiple Managed Items) does not take an appropriately skilled engineer more than 16 hours; and

i. a set of procedures/work instructions is available for the task.

43.3.

All MACDs are considered pre-approved by the Client, and Light Networks will assume that the Client has already mitigated potential risk.

43.4.

Light Networks will:

a. receive Service Requests from the Client for MACDs via the Service Desk;

b. schedule the implementation of MACDs as agreed between Light Networks and the Client;

c. notify the Client of any obvious risks associated with the requested MACD, but will not perform a detailed risk assessment; and

d. perform the obligations set out in this section 43.4 during Business Hours, unless otherwise negotiated and agreed to.

43.5.

Should a Service Request for a MACD include multiple tasks that exceeds 16 hours of effort, have associated risks, or requires the involvement of a number of different resources due to its complexity, Light Networks may propose a fixed price project or perform the work on a Time and Materials basis.

The Client’s obligations

43.6.

The Client must:

log emergency MACDs with the Service Desk via the Service Portal and with a follow up telephone call;

b. provide Light Networks with all required information for the MACD;

c. remain responsible for the mitigation of any risks associated with the implementation of the MACD and ensure changes are internally approved and communicated; and

d. arrange for freight and insurance, as well as other internal Client Change Management controls and approvals, if required.

Access Management

44. Access request management

44.1.

Light Networks will:

a. receive Service Requests for access from the Client via the Service Desk;

b. if required, schedule the modification of access rights described in the Service Request for a time agreed between Light Networks and the Client;

c. perform the obligations set out in this section 44.1 during Business Hours; and

c. provide a mechanism for determining the identity and credentials of the requester.

45. Access granting, restricting and revoking

45.1.

Upon receipt of a request to modify End User access rights (grant access, restrict access or revoke access) to a Managed Item, Light Networks will:

a. verify the identity of the End User (or requestor if not the End User) by:

i. user name/password authentication; or

ii. relying on informal identification such as the email address used in the request;

b. verify that the appropriate authority is authorizing the access request (e.g. Human Resources or line manager), by:

i. user name/password authentication; or

ii. relying on informal identification such as the email address used in the access request;

c. upon verification as described above, modify the End User’s access;

d. notify the End User and authorizing authority once access has been modified;

e. for access requests to Managed Items or IT services that Client has identified in writing as especially sensitive, follow a more rigorous means of identification verification agreed to by Light Networks and Client in writing; and

PROVIDED THAT LIGHT NETWORKS HAS UNDERTAKEN TAKEN THE VERIFICATION MEASURES SPECIFIED IN THIS SECTION IN GOOD FAITH, LIGHT NETWORKS WILL HAVE NO LIABILITY TO CLIENT WHATSOEVER IN CONNECTION WITH EFFECTUATING A REQUEST TO MODIFY END USER ACCESS RIGHTS OR ANY LOSS OR HARM ARISING IN CONNECTION THEREWITH, EVEN IF SUCH REQUEST OR REQUESTOR ULTIMATELY TURNS OUT TO BE FRAUDULENT OR OTHERWISE NOT ACTUALLY AUTHORIZED BY CLIENT.

46. Service Portal

46.1.

a. configure and maintain a Service Portal that provides both IT management and technical support staff access to information relating to the Managed Service, 24 hours a day, seven days a week (excluding outages described below and outages or issues caused by events beyond Light Networks’ control);

ii. ability to query the status of Incidents, Problems, Change Requests and Service Requests; and

iii. ability to:

A. view contract information;

B. view predefined reports;

C. view Managed Item records;

D. view Managed Item availability status;

E. view Managed Item capacity status; and

F. view and download Backups and Backup information;

c. Where an outage is required, give the Client notice of quarterly scheduled outages for maintenance of the Light Networks Management Platform at least two weeks prior to the required outage and of emergency or unscheduled outages for maintenance of the Light Networks Management Platform (e.g. to allow for deployment of security Patches) as soon as practical; and

d. Where an outage is not required, give the Client prior notice of upcoming maintenance on the Service Portal for the implementation of Light Networks Management Platform Updates and Upgrades that may have a slight impact on performance.